Ownership Submission
FORM 3
 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940
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(Print or Type Responses)
1. Name and Address of Reporting Person *
  DREW INA R
 2. Date of Event Requiring Statement (Month/Day/Year)
02/10/2005		 3. Issuer Name and Ticker or Trading Symbol
J P MORGAN CHASE & CO [JPM]
(Last)
(First)
(Middle)
JPMORGAN CHASE & CO., 270 PARK AVENUE		 4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner
__X__ Officer (give title below) _____ Other (specify below)
Chief Investment Officer
 5. If Amendment, Date Original Filed(Month/Day/Year)
(Street)

NEW YORK, NY 10017		 6. Individual or Joint/Group Filing(Check Applicable Line)
_X_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
(City)
(State)
(Zip)
Table I - Non-Derivative Securities Beneficially Owned
1.Title of Security
(Instr. 4)		 2. Amount of Securities Beneficially Owned
(Instr. 4)		 3. Ownership Form: Direct (D) or Indirect (I)
(Instr. 5)		 4. Nature of Indirect Beneficial Ownership
(Instr. 5)
Common Stock 774,135.6034
D
 
Common Stock 2,925.5714
I
By 401(k)

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. SEC 1473 (7-02)
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Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security
(Instr. 4)		 2. Date Exercisable and Expiration Date
(Month/Day/Year)		 3. Title and Amount of Securities Underlying Derivative Security
(Instr. 4)		 4. Conversion or Exercise Price of Derivative Security 5. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 5)		 6. Nature of Indirect Beneficial Ownership
(Instr. 5)
Date Exercisable Expiration Date Title Amount or Number of Shares
Stock Appreciation Right   (1) 02/11/2014 Common Stock 343,000 $ 39.96 D  
Stock Options (Right to Buy) 01/17/2003 01/17/2012 Common Stock 162,111 $ 36.85 D  
Stock Options (Rights to Buy) (2) 01/18/2002 01/18/2011 Common Stock 71,691 $ 51.22 D  
Stock Options (Rights to Buy) (3) 01/16/1997 01/15/2006 Common Stock 37,500 $ 19.1875 D  
Stock Options (Rights to Buy) (4) 01/21/1998 01/21/2007 Common Stock 37,500 $ 30.7709 D  
Stock Options (Rights to Buy) (5) 01/20/1999 01/20/2008 Common Stock 51,000 $ 35.3033 D  
Stock Options (Rights to Buy) (6) 01/19/2000 01/19/2009 Common Stock 75,000 $ 49 D  
Stock Options (Rights to Buy) (7) 01/19/2001 01/19/2010 Common Stock 44,252 $ 49.2133 D  
Stock Options (Rights to Buy)   (8) 01/18/2011 Common Stock 175,713 $ 51.22 D  

Reporting Owners

Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
DREW INA R
JPMORGAN CHASE & CO.
270 PARK AVENUE
NEW YORK, NY 10017		       Chief Investment Officer  

Signatures

By: /s/ Anthony Horan under POA 02/22/2005
**Signature of Reporting Person Date

Explanation of Responses:

* If the form is filed by more than one reporting person, see Instruction 5(b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
(1) Vests in two equal annual installments beginning January 25, 2006.
(2) Vests annually in fourths beginning on January 18, 2002.
(3) Vested annually in thirds beginning on January 16, 1997.
(4) Vested annually in thirds beginning on January 21,1998.
(5) Vests annually in fourths beginning on January 20, 1999.
(6) Vests annually in fourths beginning on January 19, 2000.
(7) Vests annually in fourths beginning on January 19, 2001.
(8) These options were granted pursuant to the Growth Performance Incentive Program under the Corporation's Long Term Incentive Plan and 1/2 will become exercisable on 1/25/2003 if Cumulative Fully Diluted Cash Operating Earnings Per Share, excluding JPMorgan Partners and extraordinary events, (EPS) equals $8.50 for 2001 and 2002; an additional 1/2 will become exercisable on 1/25/2003 if EPS equals $8.50 for 2001 and 2002 and the Investment Bank achieves cumulative Shareholder Value Added total of $5.2 billion for 2001 and 2002 (IB Goal). If the foregoing EPS goal is not achieved, 30% will become exercisable on 1/25/2003 if the IB Goal has been achieved. All options that do not become exercisable on 1/25/2003 will become exercisable on 1/18/2007.

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